Expert Analysis

• Earnout Contract Considerations After NC Good Faith Ruling

  

  The North Carolina Supreme Court's recent Value Health Solutions v. Pharmaceutical Research decision, holding the implied covenant of good faith and fair dealing did not apply in an earnout dispute related to an asset sale, demonstrates the need for practitioners to pay careful attention to milestone concepts in M&A transactions, says Benjamin Hicks at Wagner Hicks.

• Takeaways From Iran Missile Procurement Advisory

  

  Companies should familiarize themselves with the entities and practices highlighted in the recent multiagency Iran Ballistic Missile Procurement Advisory, to avoid falling prey to deceptive practices that help bad actors evade sanctions, say attorneys at DLA Piper.

• 7 NIL Considerations For Brand Deals With Student-Athletes

  

  While the constantly changing laws, rules and regulations for name, image and likeness in collegiate athletics are difficult to navigate, the benefits of a brand's successful NIL marketing campaign can outweigh the challenge of traversing this complex framework, say attorneys at Arnold & Porter.

• M&A Ruling Buoys Loss Calculation Method, R&W Insurance

  

  The recent Southern District of New York decision in Taylor Precision Products v. Larimer affirms the use of EBITDA as a basis to quantify loss, highlighting the potential shortcomings of a traditional seller indemnity compared to representation and warranty insurance, say Mark Schwartz at Lockton, and William O’Neil and Gretchen Scavo at Winston & Strawn.

• How Justices Could Rule On A Key Copyright Statute

  

  Attorneys at Manatt discuss how the U.S. Supreme Court may choose to address a fundamental accrual issue in Warner Chappell Music v. Nealy, which precedents the court may look to in analyzing the issue and the challenges copyright claimants may face going forward.

• Attorneys, Law Schools Must Adapt To New Era Of Evidence

  

  Technological advancements mean more direct evidence is being created than ever before, and attorneys as well as law schools must modify their methods to account for new challenges in how this evidence is collected and used to try cases, says Reuben Guttman at Guttman Buschner.

• Issues That Can Arise When Tech Founders Leave CEO Role

  

  More founders of venture-backed technology companies are transitioning out of the CEO role earlier than before, which can lead to unanticipated consequences if parties haven't carefully reviewed the company's certificate of incorporation, stockholders' agreements and the founder's employment agreement, say Alex Leibowitz and Megan Monson at Lowenstein Sandler.

• Tips For Litigating Against Pro Se Parties In Complex Disputes

  

  Litigating against self-represented parties in complex cases can pose unique challenges for attorneys, but for the most part, it requires the same skills that are useful in other cases — from documenting everything to understanding one’s ethical duties, says Bryan Ketroser at Alto Litigation.

• Del. Dispatch: Lessons From Failed ETE-Williams Merger

  

  Attorneys at Fried Frank delve into the Delaware Supreme Court's recent decision in Energy Transfer v. Williams to highlight the major monetary consequences of a failed merger, and show why merger agreement drafting and factual context are of utmost importance.

• Get Ready For Calif.'s Expanded Restrictive Covenant Ban

  

  California recently passed the second of two new laws that together largely prohibit restrictive covenants, even for certain out-of-state employers — and since there's not much time before the statutes become effective, now is the time for companies to revisit how their confidential information will be protected, says Russell Beck at Beck Reed.

• Pro Bono Work Is Powerful Self-Help For Attorneys

  

  Oct. 22-28 is Pro Bono Week, serving as a useful reminder that offering free legal help to the public can help attorneys expand their legal toolbox, forge community relationships and create human connections, despite the challenges of this kind of work, says Orlando Lopez at Culhane Meadows.

• High Court Bakery Driver Case Could Limit Worker Arbitration

  

  Employers that require arbitration of worker claims under the Federal Arbitration Act should closely follow Bissonnette v. LePage Bakeries as it goes before the U.S. Supreme Court, which could thoroughly expand the definition of “transportation workers” who are exempt from compulsory arbitration and force companies to field more employee disputes in court, says Nick Morisani at Phelps Dunbar.

• Diamond Sports Cases Shed Light On Executory Contracts

  

  Recent Texas bankruptcy cases involving telecast fees payable by Diamond Sports to certain Major League Baseball teams provide a window into the dynamic relationship that can develop between debtors and counterparties under some executory contracts, say Joseph Badtke-Berkow and Robin Spigel at Allen & Overy.

• Series

  Playing In A Rock Cover Band Makes Me A Better Lawyer

  

  Performing in a classic rock cover band has driven me to hone several skills — including focus, organization and networking — that have benefited my professional development, demonstrating that taking time to follow your muse outside of work can be a boon to your career, says Michael Gambro at Cadwalader.

• How To Advertise Carbon Reductions Under New Calif. Law

  

  As more companies advertise their efforts to reach the status of carbon neutral or net zero, California's recently enacted Voluntary Carbon Market Disclosures Act aims to force companies to more clearly disclose the basis for such claims — and there's not a lot of time to comply, say Gonzalo Mon and Katie Rogers at Kelley Drye.